maximum effect principle in Delaware

2026C. § 18-1101(b) (“It is the policy of this chapter to give the maximum effect to the principle of freedom of contract and to the enforceability of limited liability company agreements.”). 124 Salamone v. Gorman, 106 A.3d 354, 367-68 (Del. 2014) (quoting Osborn, 991 A.2d at 1159 ). 125 Lorillard Tobacco Co. v. Am.

2025Hldgs., LLC, 304 A.3d 896 , 923-24 (Del. 2023) (quoting Absalom Absalom Tr. v. Saint Gervais LLC, 2019 WL 2655787 , at *2 (Del. Ch. June 27, 2019)); see also 6 Del. C. § 18-1101(b) (“It is the policy of this chapter to give the maximum effect to the principle of freedom of contract and to the enforceability of limited liability company agreements.”). 77 Salamone v. Gorman, 106 A.3d 354, 367-68 (Del. 2014) (quoting Osborn ex rel.

2026See also Elf Atochem N. Am., Inc. v. Jaffari, 727 A.2d 286, 295 (Del. 1999); Holifield, 304 A.3d at 922 (Del. 2023) (“The LLC A[ct] provides ‘[i]t is the policy of this chapter to give the maximum effect to the principle of freedom of contract and to the enforceability of limited liability company agreements.’ Thus, this Court has observed that the approach of the LLC A[ct] is ‘to provide members with broad discretion in drafting the [limited liability company agreement] and to furnish default provisions when the members’ agreement is silent.’” (citation modified)). 27 and when all directors a

2026See also Elf Atochem N. Am., Inc. v. Jaffari, 727 A.2d 286, 295 (Del. 1999); Holifield, 304 A.3d at 922 (Del. 2023) (“The LLC A[ct] provides ‘[i]t is the policy of this chapter to give the maximum effect to the principle of freedom of contract and to the enforceability of limited liability company agreements.’ Thus, this Court has observed that the approach of the LLC A[ct] is ‘to provide members with broad discretion in drafting the [limited liability company agreement] and to furnish default provisions when the members’ agreement is silent.’” (citation modified)). 27 and when all directors a

2025D.I. 87 Ex. 1 ¶ 9. 83 TravelCenters of Am., LLC v. Brog, 2008 WL 1746987 , at *1 (Del. Ch. Apr. 3, 2008); see also Touch of Italy Salumeria & Pasticceria, LLC v. Bascio, 2014 WL 108895 , at *4 (Del. Ch. Jan. 13, 2014) (“[R]ecognizing that LLCs are creatures of contract, I must enforce LLC agreements as written.”); Henson v. Sousa, 2015 WL 4640415 , at *1 (Del. Ch. Aug. 4, 2015) (“LLCs, as this Court has repeatedly pointed out, are creatures of contract.”); Kuroda v. SPJS Hldgs., L.L.C., 971 A.2d 872, 880 (Del. Ch. 2009) (“Limited liability companies are creatures of contract, and the parties h

2014C. § 18-1101(b) (“It is the policy of [the Limited Liability Company Act] to give the maximum effect to the principle of freedom of contract and to the enforceability of limited liability company agreements.”); see, e.g., Kuroda v. SPJS Hldgs., LLC, 971 A.2d 872, 880 (Del.

2026See also Elf Atochem N. Am., Inc. v. Jaffari, 727 A.2d 286, 295 (Del. 1999); Holifield, 304 A.3d at 922 (Del. 2023) (“The LLC A[ct] provides ‘[i]t is the policy of this chapter to give the maximum effect to the principle of freedom of contract and to the enforceability of limited liability company agreements.’ Thus, this Court has observed that the approach of the LLC A[ct] is ‘to provide members with broad discretion in drafting the [limited liability company agreement] and to furnish default provisions when the members’ agreement is silent.’” (citation modified)). 27 and when all directors a

2025Hldgs., LLC, 304 A.3d 896 , 923-24 (Del. 2023) (quoting Absalom Absalom Tr. v. Saint Gervais LLC, 2019 WL 2655787 , at *2 (Del. Ch. June 27, 2019)); see also 6 Del. C. § 18-1101(b) (“It is the policy of this chapter to give the maximum effect to the principle of freedom of contract and to the enforceability of limited liability company agreements.”). 77 Salamone v. Gorman, 106 A.3d 354, 367-68 (Del. 2014) (quoting Osborn ex rel.

2026Legacy Found., 903 A.2d 728, 739 (Del. 2006). 126 Osborn, 991 A.2d at 1159 (quoting Kuhn Constr., Inc. v. Diamond State Port Corp., 990 A.2d 393, 397 (Del. 2010)). 28 result of the admission or withdrawal of a Member, or issuance or Transfer of any Equity Securities, (c) modify Section 3.1(c) or otherwise require the making of an additional Capital Contribution other than upon the terms set forth herein . . . (e) adversely and disproportionately affect the rights or obligations of any class vis-à-vis the rights or obligations of any other class; or (f) notwithstanding Section 5.9(a), adversely

2026C. § 18-1101(b) (“It is the policy of this chapter to give the maximum effect to the principle of freedom of contract and to the enforceability of limited liability company agreements.”). 124 Salamone v. Gorman, 106 A.3d 354, 367-68 (Del. 2014) (quoting Osborn, 991 A.2d at 1159 ). 125 Lorillard Tobacco Co. v. Am.

2026Legacy Found., 903 A.2d 728, 739 (Del. 2006). 126 Osborn, 991 A.2d at 1159 (quoting Kuhn Constr., Inc. v. Diamond State Port Corp., 990 A.2d 393, 397 (Del. 2010)). 28 result of the admission or withdrawal of a Member, or issuance or Transfer of any Equity Securities, (c) modify Section 3.1(c) or otherwise require the making of an additional Capital Contribution other than upon the terms set forth herein . . . (e) adversely and disproportionately affect the rights or obligations of any class vis-à-vis the rights or obligations of any other class; or (f) notwithstanding Section 5.9(a), adversely

2026Legacy Found., 903 A.2d 728, 739 (Del. 2006). 126 Osborn, 991 A.2d at 1159 (quoting Kuhn Constr., Inc. v. Diamond State Port Corp., 990 A.2d 393, 397 (Del. 2010)). 28 result of the admission or withdrawal of a Member, or issuance or Transfer of any Equity Securities, (c) modify Section 3.1(c) or otherwise require the making of an additional Capital Contribution other than upon the terms set forth herein . . . (e) adversely and disproportionately affect the rights or obligations of any class vis-à-vis the rights or obligations of any other class; or (f) notwithstanding Section 5.9(a), adversely

2026P’rs L.P., 67 A.3d 354, 360 (Del. 2013). 79 6 Del. C. § 18-101(9). 37 provisions of the DGCL, members can sue directly to enforce contractual rights in the LLC Act and limited liability company agreement.80 A member’s ability to enforce these rights comports with “the policy of [the LLC Act, which is] to give the maximum effect to the principle of freedom of contract and to the enforceability of limited liability company agreements.”81 That does not mean that every claim for breach of an alternative entity agreement is a direct claim.

2026Tr. v. Kinder Morgan G.P., Inc., 2016 WL 912184, at *2 (Del. Mar. 10, 2016) (TABLE))). 162 Salzberg v. Sciabacucchi, 227 A.3d 102 , 116 (Del. 2020) (“At its core, the [the Act, like the DGCL] is a broad enabling act which leaves latitude for substantial private ordering, provided the statutory parameters and judicially imposed principles of fiduciary duty are honored.” (quoting Williams v. Geier, 671 A.2d 1368, 1381 (Del. 1996))); see 6 Del. C. § 18-1101(b) (“It is the policy of this chapter to give the maximum effect to the principle of freedom of contract and to the enforceability of limited

2026Tr. v. Kinder Morgan G.P., Inc., 2016 WL 912184, at *2 (Del. Mar. 10, 2016) (TABLE))). 162 Salzberg v. Sciabacucchi, 227 A.3d 102 , 116 (Del. 2020) (“At its core, the [the Act, like the DGCL] is a broad enabling act which leaves latitude for substantial private ordering, provided the statutory parameters and judicially imposed principles of fiduciary duty are honored.” (quoting Williams v. Geier, 671 A.2d 1368, 1381 (Del. 1996))); see 6 Del. C. § 18-1101(b) (“It is the policy of this chapter to give the maximum effect to the principle of freedom of contract and to the enforceability of limited

2026Tr. v. Kinder Morgan G.P., Inc., 2016 WL 912184, at *2 (Del. Mar. 10, 2016) (TABLE))). 162 Salzberg v. Sciabacucchi, 227 A.3d 102 , 116 (Del. 2020) (“At its core, the [the Act, like the DGCL] is a broad enabling act which leaves latitude for substantial private ordering, provided the statutory parameters and judicially imposed principles of fiduciary duty are honored.” (quoting Williams v. Geier, 671 A.2d 1368, 1381 (Del. 1996))); see 6 Del. C. § 18-1101(b) (“It is the policy of this chapter to give the maximum effect to the principle of freedom of contract and to the enforceability of limited

2026See also Elf Atochem N. Am., Inc. v. Jaffari, 727 A.2d 286, 295 (Del. 1999); Holifield, 304 A.3d at 922 (Del. 2023) (“The LLC A[ct] provides ‘[i]t is the policy of this chapter to give the maximum effect to the principle of freedom of contract and to the enforceability of limited liability company agreements.’ Thus, this Court has observed that the approach of the LLC A[ct] is ‘to provide members with broad discretion in drafting the [limited liability company agreement] and to furnish default provisions when the members’ agreement is silent.’” (citation modified)). 27 and when all directors a

2026See also Elf Atochem N. Am., Inc. v. Jaffari, 727 A.2d 286, 295 (Del. 1999); Holifield, 304 A.3d at 922 (Del. 2023) (“The LLC A[ct] provides ‘[i]t is the policy of this chapter to give the maximum effect to the principle of freedom of contract and to the enforceability of limited liability company agreements.’ Thus, this Court has observed that the approach of the LLC A[ct] is ‘to provide members with broad discretion in drafting the [limited liability company agreement] and to furnish default provisions when the members’ agreement is silent.’” (citation modified)). 27 and when all directors a

2025Tr., 2023 WL 7476966 , at *8; see 6 Del. C. § 18-1101(b) (“It is the policy of this chapter to give the maximum effect to the principle of freedom of contract and to the enforceability of limited liability company agreements.”); Douzinas v. Am. Bureau of Shipping, Inc., 888 A.2d 1146, 1150 (Del. Ch. 2006) (explaining a limited liability company agreement “creates the governance system for the LLC and establishes the framework governing all of the members’ rights and duties towards one another”); Huatuco v. Satellite Healthcare, 2013 WL 6460898 , at *1 (Del. Ch. Dec. 9, 2013) (explaining the De

2022Stat. Ann. § 304 -C:2. 31 O’Brien v. N.H. Democratic Party, 89 A.3d 1202, 1205 (N.H. 2014). 32 In re A.D., 214 A.3d at 1216 (internal quotation marks omitted) (quoting O’Brien, 89 A.2d at 1204). 33 DeBenedetto v. CLD Consulting Engineers, Inc., 903 A.2d 969, 976 (N.H. 2006) (“When a statute’s language is plain and unambiguous, we need not look beyond it for further indication of legislative intent, and we will not consider what the legislature might have said or add language that the legislature did not see fit to include.”). 34 Polonsky v. Town of Bedford, 190 A.3d 400, 406 (N.H. 2018); id. (

2022Stat. Ann. § 304 -C:2. 31 O’Brien v. N.H. Democratic Party, 89 A.3d 1202, 1205 (N.H. 2014). 32 In re A.D., 214 A.3d at 1216 (internal quotation marks omitted) (quoting O’Brien, 89 A.2d at 1204). 33 DeBenedetto v. CLD Consulting Engineers, Inc., 903 A.2d 969, 976 (N.H. 2006) (“When a statute’s language is plain and unambiguous, we need not look beyond it for further indication of legislative intent, and we will not consider what the legislature might have said or add language that the legislature did not see fit to include.”). 34 Polonsky v. Town of Bedford, 190 A.3d 400, 406 (N.H. 2018); id. (

2022Stat. Ann. § 304 -C:2. 31 O’Brien v. N.H. Democratic Party, 89 A.3d 1202, 1205 (N.H. 2014). 32 In re A.D., 214 A.3d at 1216 (internal quotation marks omitted) (quoting O’Brien, 89 A.2d at 1204). 33 DeBenedetto v. CLD Consulting Engineers, Inc., 903 A.2d 969, 976 (N.H. 2006) (“When a statute’s language is plain and unambiguous, we need not look beyond it for further indication of legislative intent, and we will not consider what the legislature might have said or add language that the legislature did not see fit to include.”). 34 Polonsky v. Town of Bedford, 190 A.3d 400, 406 (N.H. 2018); id. (

2022Stat. Ann. § 304 -C:2. 31 O’Brien v. N.H. Democratic Party, 89 A.3d 1202, 1205 (N.H. 2014). 32 In re A.D., 214 A.3d at 1216 (internal quotation marks omitted) (quoting O’Brien, 89 A.2d at 1204). 33 DeBenedetto v. CLD Consulting Engineers, Inc., 903 A.2d 969, 976 (N.H. 2006) (“When a statute’s language is plain and unambiguous, we need not look beyond it for further indication of legislative intent, and we will not consider what the legislature might have said or add language that the legislature did not see fit to include.”). 34 Polonsky v. Town of Bedford, 190 A.3d 400, 406 (N.H. 2018); id. (

2022New Hampshire courts interpret statutes to determine the “legislature’s intent as expressed in the words of the statute considered as a whole,” with the goal of effectuating the underlying policy.29 The NH Act’s stated policy is “to give the maximum effect to the principle of freedom of contract and to the enforceability of operating agreements.”30 New Hampshire courts look to the “plain and ordinary meanings of the words used.”31 Statutes should be interpreted “to give meaning to every word and phrase.”32 Where a statute’s plain text is unambiguous, a court should not consider its legislative

2021See also 6 Del. C. § 17-1101(c) (“It is the policy of [the Limited Partnership Act] to give maximum effect to the principle of freedom of contract and to the enforceability of partnership agreements.”); 6 Del. C. § 18-1101(b) (“It is the policy of [the LLC Act] to give the maximum effect to the principle of freedom of contract and to the enforceability of limited liability company agreements.”); 12 Del. C. § 3825(b) (“It is the policy of [the Trust Act] to give the maximum effect to the principle of freedom of contract and to the enforceability of governing instruments.”). 80 E.g., Shintom Co.

2021LLC, 970 A.2d 259, 261 (Del. Ch. 2008) (“An LLC is primarily a creature of contract, and the parties have wide contractual freedom to structure the company as they see fit.”); Sonet v. Timber Co., L.P., 722 A.2d 319, 322 (Del. Ch. 1998) (acknowledging the primacy of freedom of contract); 77 Charters, Inc. v. Gould, 2020 WL 2520272 , at *10 (Del. Ch. May 18, 2020) (stating “Delaware law recognizes the primacy of contract when addressing governance issues in the alternative entity space”). 84 77 Charters, Inc., 2020 WL 2520272 , at *9; see also CSH Theatres, L.L.C. v. Nederlander of S.F.

2021LLC, 970 A.2d 259, 261 (Del. Ch. 2008) (“An LLC is primarily a creature of contract, and the parties have wide contractual freedom to structure the company as they see fit.”); Sonet v. Timber Co., L.P., 722 A.2d 319, 322 (Del. Ch. 1998) (acknowledging the primacy of freedom of contract); 77 Charters, Inc. v. Gould, 2020 WL 2520272 , at *10 (Del. Ch. May 18, 2020) (stating “Delaware law recognizes the primacy of contract when addressing governance issues in the alternative entity space”). 84 77 Charters, Inc., 2020 WL 2520272 , at *9; see also CSH Theatres, L.L.C. v. Nederlander of S.F.

2016C. § 18-1101(b) ("It is the policy of [the LLC Act] to give the maximum effect to the principle of freedom of contract and to the enforceability of limited liability company agreements.”); Olson v. Halvorsen, 986 A.2d 1150, 1160 (Del.2009) (Delaware LLC Act seeks to give maximum effect to the principle of freedom of contract and enforceability of LLC agreements).